Exhibit 10.1


 


Red
Rock Marketing Media, Inc.


 


Marketing &
Consulting Services


 


November
19, 2015


 


This
letter agreement ("the agreement") will confirm our agreement and understanding whereby Pacific Green Technologies Inc.
herein referred to as ("Client") of has engaged in a contract with Red Rock Marketing Media, Inc. a NV incorporated
company herein referred to as ("RRMM" or "Provider") of 10870 W. Charleston Blvd. STE 120, Las Vegas, NV B9135
and whereas the parties are entering into this agreement for good and valuable consideration in the sum of $100,000.00 US.


 


1.
Term.


 


The Client hereby retains RRMM to provide services listed below for a period of up to 40 business days starting on or before
10 business days after compensation is received and cleared.


 


2.
Services.


 


The
Client is retaining the services of RRMM in order to assist in its public relations, investor relations, and marketing outreach
efforts.


 


3.)
Fees and Expenses


 


A.)
The Client is to compensate RRMM on or before November 27, 2015, $100,000.00 US. (Wire Instructions are enclosed.)


 


4.
Indemnification


 


A.
The client understands that RRMM cannot undertake to verify the accuracy of information that the client (or someone on behalf
of the client) provides to RRMM, or information included in material that has been prepared by RRMM and approved by the client.
The client shall protect, defend, indemnify and hold harmless RRMM, and it's officers, directors, employees, shareholders, representatives,
from and against any and all loses, liabilities, claims, counter claims, damages, deficiencies, judgments, demands, actions, proceedings,
costs and expenses (including reasonable attorney's fees, disbursements and other charges) in regard to the performance of services
provided under this agreement, by RRMM, provided that such services are performed consistent with this agreement. The client does
not indemnify RRMM for any acts or services that RRMM may perform that are negligent, misleading, false or in violation of any
securities laws or regulations.





 






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B.
The client hereby represents, warrants and agrees that all information that it or Its employees, officers, directors or affiliates
(or any person on the client's behalf) provides to RRMM for dissemination will comply with any and all federal and state securities
laws and the rules and regulations of any applicable self regulating securities association and securities exchange. All such
information will be true and accurate, will fairly represent the client's situation and will not contain any misleading information
or omit any information, which would make the information that was provided materially misleading.


 


5.
Independent Contractor. RRMM and the client understand and agree that RRMM is an independent contractor and is not authorized
to obligate or commit the company in any manner. RMMS acknowledges that it will perform its services in compliance with the securities
laws and regulations and will make proper disclosures under Rule 17(b) with respect to all email or printed material it disseminates
or causes to be disseminated.


 


6.
Entire Agreement. This agreement constitutes the entire agreement between RRMM and the client with respect to consulting services.
This agreement supersedes all prior agreements or understandings between RRMM and the client.


 


7.
Amendments. RRMM and the client may amend, supersede or modify this agreement only in writing signed by each of RRMM and the client.
The terms of this agreement shall not be disclosed to a third party, except that RRMM may disclose the amount of its compensation
pursuant to any disclosure requirement in accordance with securities laws and regulations.


 


8.
Governing Law. This agreement will be governed and construed in accordance with the laws of the state of Nevada without regard
to any principles of conflicts of law.


 


9.
Counterparts. RRMM and the client may execute this agreement in two counterparts each of which will be considered an original
but all of which together will constitute one and the same instrument.


 


10. 
No Liability


 


Red
Rock Marketing Media, Inc. and The Client are not responsible or liable for any press releases, articles and stories that are
published by third party media sources. Any actions done by third parties unattached to the parties herein are not in correlation
with any warranty. If this agreement correctly describes our understanding, please sign this agreement. A Facsimile or electronic
transmission of this signed agreement shall be legal and binding on all parties hereto. This agreement shall go into effect upon
first date written below:





 






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Red
Rock Marketing Media, Inc.


 


per
RRMM:


  


	Nick Manteris:	/s/ NICK MANTERIS	Date: 11/19/2015	 
	 	electronic signature shall suffice	 	 



 


Client Business Name: Pacific Green Technologies Inc.


 


	Signature:	/s/
    Neil Carmichael	Date:
    12/11/2015	 
	 	 	 	 
	Print Name:	NEIL
    CARMICHAEL	 	 
	 	 	 	 
	Title	CEO	 	 



 






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Please
Send Payment to:


 


See
below wire information.


 


Wire
Transfer Info


 





	BANK NAME:	Bank of America
	 	 
	BANK ADDRESS:	900 Nevada Hwy Boulder City, NV 89005 USA
	 	 
	BANK PHONE:	702-654-6000
	 	 
	SWIFT CODE:	BOFAUS3N
	 	 
	ABA ROUTING tt:	026009593
	 	 
	ACCOUNT #:	501008397706
	 	 
	BENEFICIARY NAME:	Red Rock Marketing Media, inc.
	 	 
	 	1367 Wyoming Street Boulder City, NV 89005



 


 


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